Terms of Service
These Terms of Service ("Terms")set out the conditions under which Bitsun PTY LTD (the "Company")offer the use of its trading and payment platform (the "Platform") toUsers.
Please read these Terms carefully. Your useof the Platform indicates your acceptance of and agreement with these Terms.
The Platform, managed by the Company, is anelectronic software service for trading cryptographic unique software Tokens("Tokens") with other users of the Platform ("Users").
The Company reserves the right, at its solediscretion, to change, add or remove portions of these Terms, at any time. Youwill be notified of such changes two business days in advance through yourAccount and upon such notification it is your responsibility to review theamended Terms.
Your continued use of the Platform,including by giving Instructions or entering Transactions, following theposting of changes will mean that you accept and agree to the changes. Youagree that all subsequent Instructions given by you and Transactions entered byyou will be subject to the Terms then in effect. As long as you comply withthese Terms as modified from time to time, the Company grants you a personal,non-exclusive, non- transferable, non-sublicensable, limited right to enter anduse the Platform
Your acceptance of these Terms, as amendedfrom time to time, gives the Company a mandate to bring together Users to tradeon the Platform according to the following clauses as well as perform thefunctions described herein.
HIGH RISK INVESTMENT WARNING: Holding andtrading Tokens carries a high level of risk and may not be suitable for allinvestors. Before deciding to hold or trade Tokens you should carefullyconsider your objectives, financial situation, needs and investment experience.The value of Tokens may rise or fall, and will be affected by matters outsideof the Company's control. By trading or holding Tokens, you could sustainlosses of all of your invested funds.
1. Use of the Website and Platform:Jurisdictional Limits
The information in this website and the useof the Platform is not intended for any person who is not an Australianresident and is not made available to any person in any jurisdiction where itsdistribution or use would be contrary to any law or regulation. Nothing in thiswebsite or the Platform should be considered an offer or solicitation to buy orsell any service or product to any person in any jurisdiction where such offeror solicitation would be unlawful.
2. Company's Authority
The Company is not a principal in anyTransaction. In giving an Instruction, the User appoints the Company as itsagent to match the User's Instructions to buy or sell the specified Tokens atthe price nominated by the User against Instructions from other Users.
Upon matching, all Transactions will besubject to immediate settlement and delivery, and any Instruction isirrevocable authority from the User to the Company to access the User's Accountto settle the Transaction and deduct any Commission or Fee or other amountowing to the Company under these Terms or for any other reason.
The Platform is available only toAustralian Users and is not offered or available to any person who residesoutside of Australia.
The Company is not licensed as anAustralian Financial Services Licensee and it does not offer general orpersonal financial advice. Nothing in this website is intended to be or shouldbe taken as financial, legal or taxation advice. Users should seek their ownfinancial, legal, tax and accounting advice as to the likely outcomes for themof trading Tokens.
3. Who May Be a User of the Platform
A User must be an Australian residentindividual or business which has met the Company's Account opening procedures,including, if required, any client verification procedures, and which isauthorized to use the Platform by the Company. The Company retains absolutediscretion in determining who may be a User of the Platform and may cease toallow a User to transact through the Platform at any time without priornotification. The Company shall have absolute discretion in accepting orrejecting an application to be a User or any Instruction.
Users agree to provide the Company withaccurate, current and complete information about themselves as prompted by theregistration process, and keep such information updated.
4. Users' Accounts
Users are responsible for maintaining theconfidentiality of their Account information, including their password, and forall activity including Instructions and Transactions which occur on theirAccount. Users agree to notify the Company immediately by email of anyunauthorized use of their Account or password, or any other breach of security.The Company will not be liable for any loss a User may incur as a result ofunauthorized use of that User's Account's credentials. Users will be heldliable for losses incurred by the Company or any other User of the Platform dueto someone else's unauthorized use. Users shall not use any Account other thantheir own or access the Account of another User at any time. Users may notattempt to gain unauthorized access to the Platform, and any attempt to do soor to assist others (Users or otherwise) to do so, or distribution ofinstructions, software or tools for that purpose, will result in the accountsof such Users being terminated, and this does not limit the right of theCompany to take any other action against you.
Users may not create or use any Accountother than their own. For a User to be exempt from any of these rules, the Usermust request express and prior permission from the Company. The creation or useof multiple Accounts without obtaining such prior express permission from theCompany will lead to the immediate suspension of all User Accounts on thePlatform, as well as all pending trades.
A User's ability to deposit and withdrawinto its Account may be regulated by applicable know-your-customer oranti-money laundering laws including the Anti-Money Laundering - CounterTerrorism Financing Act 2006 (Cth) and its rules and regulations. The Companymay restrict Transactions that may violate those laws or its internal KYC-AMLpolicies. The Company's KYC-AML policy is located on its website. The Companymay restrict any Transaction that is flagged as a suspicious activity by theCompany's internal processes and/or file suspicious activity reports on flaggedTransactions.
All Deposited Currency credited to User'sAccount will be maintained in trust in a bank account with a reputableAustralian deposit-taking institution under the Company's name or in the nameof a custodian appointed by the Company. Such account may be segregated foreach User or be a pooled account containing funds of multiple Users of theCompany's products. The Company retains absolute discretion to determinewhether to use segregated or pooled accounts and the Company retains the rightto switch between segregated or pooled accounts without approval from a User.However, if the Company maintains User Accounts in a pooled account, it willensure that proper procedures are maintained at all times to identify theassets of each User. Regardless of whether pooled or segregated accounts areused, at no time will the Company mix its own funds with assets held in a UserAccount.
All User Accounts denominated in DepositedCurrency may be converted to Tokens upon a User's entering Transactions throughthe Platform. The Tokens in a User's Account may only be transferred to otherUsers through the procedures of the Platform's electronic trading platform orwithdrawn according to the Company's procedures.
Although Tokens are held by the Company onUser's behalf, the User remains the absolute beneficial owner of the number ofTokens which are identified in the User's Account. The Company will maintainstrict procedures to ensure that the correct number of Tokens are recorded asthe property of the relevant User, as well as adopting security measures toprevent Tokens being misused, misplaced, misappropriated or stolen.
5. Account Transfers
Users acknowledge that:
(a) The networks by which Token transfersoccur are outside of the Platform. The Company gives no guarantee of and takesno liability for the security of the Token transfer network. Losses of Tokensmay occur due to use of the Token transfer network which are outside of thecontrol of the Company;
(b) The speeds of the Token transfernetworks are outside of the control of the Company. It may take some days for atransfer of Tokens to a User's Account (deposit) to be received by thePlatform, or for a transfer of Tokens from a User's Account (withdrawal) to beeffected. The Company is not liable for any consequences of failures of Tokendeposits or withdrawals to be effected in a timely manner.
The Company is not obliged to accept anydeposit of Tokens or Deposited Currency to any Account.
6. Execution Policy
In general, the Company will executeTransactions in the order in which they are placed by Users, but having regardto the price at which the Instructed Transaction is placed. However, theCompany reserves the right to put Instructed Transactions on hold, or only fillthem in part. This would usually occur where the Instructed Transaction islarge and /or there is insufficient demand from other Users to transact in thatvolume or at that price.
7. Fees and Commissions
The User acknowledges that the Company maycharge Fees in respect of the Account and Commissions on Transactions. SuchFees and Commissions are set out in the Company's website and may be updatedfrom time to time by the Company. Any updated Fees and Commissions apply fromthe date that the updated Fees and Commissions are set out on the Company'swebsite. The Company will endeavor to notify Users through their User Accountsin advance of any changes to Fees or Commissions.
The Company is authorized to deduct fromthe proceeds of any Transaction or from a User's Account the Commission payablein respect of any Transaction and any other Fees levied upon the User'sAccount.
8. Limitations on the Use of the Platform
The Company in its absolute and solediscretion may: 1) restrict the number of open Instructions a User may have onthe Platform at any one time; 2) restrict the ability of a User to change orcancel a posted Instruction per any unit of time; 3) periodically define theincremental values for Instructions on the Platform; and 4) cancel in whole orin part Instructions that do not adhere to these limitations.
9. The Company's Obligations
The Company warrants and represents:
- it will use all reasonable care and skillin facilitating the matching of Instructions of the Users via the Platform toconclude Transactions.
- the trading price for a Transaction iscalculated on the basis of actual matched offers made by other Usersparticipating in the bidding process on the Platform combined with theapplicable Company's commission (if any).
- it shall comply with the laws andregulations relating to offering the Platform in Australia.
10. User's Obligations and Acknowledgements
The User acknowledges that once anInstruction is placed it is irrevocable, and once a Transaction is matched, itwill proceed immediately to settlement and delivery through the Platform. TheUser acknowledges that, when a Transaction is entered, the Platform sends andreceives the Tokens from the buyer's and the seller's respective Accounts.
It is the User's responsibility and theUser undertakes to ensure that it holds sufficient Deposited Currency and/orTokens in its Account to meet its settlement obligations and any otherliabilities arising from any Transaction, including sufficient DepositedCurrency to meet the Commission. In addition, the User undertakes to ensurethat it retains in its Account sufficient Deposited Currency to meet anyregular Fees payable on the Account.
The User represents and warrants that:
(i) it will only operate an Account and usethe Platform to perform trades of Tokens for the purposes and in accordancewith the conditions set forth in these Terms
(ii) it is duly authorized and has thecapacity to provide each Instruction and enter into each Transaction on thePlatform
(iii) it is a resident of Australia
(iv) it will comply with all applicablelaws of Australia and any other jurisdiction in which or from which it seeks tooperate its Account, give Instructions or enter Transactions
(v) all amounts deposited into its Account(other than through Transactions), whether as Tokens or Deposited Currency,come from legal sources which the User owns or otherwise has full legalauthority to deal with
(vi) the User's use of the Platform,provision of Instructions or entering any Transaction does not infringe therights of any third party or any applicable law.
The User will not:
(i) use the Platform to perform any illegalactivity of any sort, including, but not limited to, money laundering orterrorism financing; or
(ii) use the Platform to perform payment ofany ransomware, including, but not limited to cryptolocker; or
(iii) give any Instruction or enter anyTransaction or do or undertake any other activity, whether or not through thePlatform, which would or may negatively affect the performance of the Platformor the reputation of the Company.
The User confirms that in using the Platformand holding and transacting in Tokens, it has considered the risks posed bysuch actions, including the risks that:
- The value of Tokens may rise or fall
- The value of Tokens will be affected byfactors outside of the control of the Company
- The value of Tokens may be affected bynew Tokens being created or developed or other forms of digital currencies orsimilar commodities being developed
- Tokens may not be transferrable oraccepted for transfer by any third party
- Tokens may not be accepted as payment forgoods and services by any person
The User is responsible for any taxliability arising from its holding or Transactions in Tokens and will indemnifythe Company where the Company is obliged to pay tax on behalf of the User inrespect of the User's Account or any Token held, or bought or sold by the User.
11. Intellectual Property
All intellectual property rights vested intexts, images or any other content found on or related to the Platform areowned by the Company. Accordingly, Users may not copy, distribute, reproduce,republish, upload, transmit, modify, post, frame-in or otherwise use in any wayany such content without the prior express authorization of the Company.
The Company's property or that of ourvendors or licensors is protected by patent, trademark and/or copyright laws ofAustralia and may not be used without the Company's express written consent.
The Company may take any action availablein law or equity to protect its intellectual property and to remedy any breachor potential breach of its rights, including by seeking an injunction toprevent a breach of its rights.
12. Website Commentary
The website may include commentary andinformation on Tokens, the market for Tokens, uses for Tokens and otherinformation, interactive tools, quotes, reports and data concerning Tokens andtrading in Tokens and other subject matter. Some of this information may besupplied by entities not affiliated with the Company (Third Party Information).To the maximum extent possible, the Company will identify and attribute allinformation sourced from third parties. The Company does not explicitly orimplicitly endorse or approve the Third Party Information. While the Companytakes reasonable steps to ensure that the Third Party Information on its websiteis correct and up to date, the Company does not verify or validate suchinformation and takes no responsibility for its content or any consequence ofany person placing reliance on the Third Party Information. The Company is notobliged to remove or update such Third Party Information where it becomes awarethat it is incorrect, misleading or incomplete.
The User indemnifies the Company and eachof its directors, officers, shareholders, advisers, consultants, agents andcontractors (each a "Company Indemnitee") against all liabilities,claims, losses and expenses (Losses) which may be incurred or suffered by theCompany Indemnitee directly or indirectly arising out of any failure by theUser to maintain sufficient Deposited Currency or Tokens in its Account orotherwise for failing to meet its obligations under these Terms. Such Lossesmay include legal fees incurred in defending or responding to such Losses andconsequential losses. This indemnity will apply regardless of whether a Transactionwas entered in error, but will not apply to the extent that Losses wereincurred or suffered by a Company Indemnitee due to its own fraud or willfuldefault.
To the extent permitted by law, none of theCompany or the Company Indemnitees will be held liable for any damages, losses,costs, loss of profit, loss of revenue, loss of business, loss of opportunity,loss of data, or any other direct, indirect or consequential loss to any personincluding the User arising out of use of the Platform, the Company acting onany Instruction, any Transaction, any failure of the Platform, any failure orlack of any security measures or for any other reason, except to the extent ofthe Company's fraud or willful default. The Company shall not be liable for anyperceived loss as a result of cancelling in whole or in part a User'sInstructions.
The Company will not be held liable for anymalfunction, breakdown, delay or interruption to the Internet connection, or iffor any reason the Platform is unavailable at any time or for any period. TheCompany makes no representation that its website or the Platform is free fromerrors, viruses, worms or other technical anomalies which may cause problems ordamage to User's own computer hardware or software, and the Company accepts noliability for such errors, viruses or worms.
While the Company takes appropriatemeasures to ensure the website, the Platform and all of the Company's systemsare properly secured and protected against attack, it gives no warranty thatits security systems are impregnable and loss of Tokens and Deposited Currencyheld on behalf of Users and data referring to or belonging to Users may occur.
Where the Company's website contains linksto other sites and resources provided by third parties, these links are providedfor your information only. We have no control over the contents of those sitesor resources, and accept no responsibility for them or for any loss or damagethat may arise from your use of them.
In the case of fraud or other suspiciousactivities, the Company will report all necessary information, including names,addresses and all other requested information, to the relevant authoritiesdealing with fraud and breaches of the law. Users recognize that their Accountmay be frozen at any time at the request of any competent authorityinvestigating a fraud or other suspicious activity.
Nothing in these terms excludes or limitsthe liability of either the Company or the User for fraud, or any otherliability which may not by law be limited or excluded.
Subject to the foregoing, the Company'saggregate liability in respect of claims based on events arising out of or inconnection with a User's use of the Platform, whether in contract or tort(including negligence) or otherwise, shall in no circumstances exceed thegreater of either (a) the total amount held in the User's the Platform Accountfor the User making a claim less any amount of commission that may be due andpayable to the Company in respect of such account; or (b) 125% of the value ofthe Transaction(s) that are the subject of the claim less any amount ofcommission that may be due and payable to the Company in respect of suchTransaction(s).
A User may close its Account at any time bynotification to the Company in the form determined by the Company
The Company may suspend or terminate aUser's Account at any time immediately upon written notice to the User for anyreason, including without limitation: (1) attempts to gain unauthorized accessto the Platform or another User's Account or providing assistance to othersattempting to do so; (2) overcoming software security features limiting use ofor protecting any content; (3) usage of the Platform to perform illegalactivities such as money laundering, terrorism financing, paying of ransomwareor other criminal activities, (4) violations of these Terms; (5) failure to payor fraudulent payment for Transactions, (6) unexpected operationaldifficulties; or (7) requests by law enforcement or other government agencies.
The Company may by notice to Usersdiscontinue or modify the Platform and/or revise or terminate these Terms atany time. Users are deemed to have accepted these revisions or termination tothe extent that they continue using the Platform.
Subject to these Terms and applicable laws,within 60 days of closure of a User's Account, whether by the User or theCompany, the Company must:
(a) In respect of any Deposited Currencyheld in the User's Account, pay to the User's nominated bank account the amountof the Deposited Currency; and
(b) in respect of any Token held in theUser's Account, in its absolute discretion either:
(b) a. transfer the Tokens to the User or aperson nominated by the User (which may be another Token trading platformprovider); or
(b) b. sell the Tokens at the prevailingmarket price and pay the amount raised to the User's nominated bank account.
The Company is entitled to retain from anyamounts (whether Token or Deposited Currency) which may otherwise be payable tothe User on closure of its Account any amount payable by the User to theCompany, including as fees or commissions on sale of Tokens under (b) b. above.The Company may be legally limited in the values it may refund over a certainperiod of time and a User shall not hold the Company liable for an inability torefund all values as expeditiously as the User may desire.
The User also agrees that the Company may,in its sole discretion by giving notice, terminate Users' access to thePlatform, prohibit access to the Platform and its content, services and tools,delay or remove hosted content, and take technical and legal steps to preventthe User's access to the Platform if the Company - in its exclusive discretion- believes that the User has breached or may breach these Terms or is otherwiseacting inconsistently with the intentions of these Terms.
The Company also reserves the right toterminate Accounts that have been inactive for a period of 6 months or more, orto modify or discontinue the System. Users agree that the Company will not beliable to them or to any third party for termination of their accounts oraccess to the System.
Notwithstanding any suspension ortermination of a User's Account, the User remains liable for all fees andcommissions payable in respect of the Account or any Transaction entered priorto the suspension or termination.
15. Governing Law
These Terms and User's use of the websiteand the Platform will be governed by the laws of New South Wales Australia. AllUsers submit to the non-exclusive jurisdiction of the courts of New SouthWales.
If any provision of these Terms is deemedinvalid or unenforceable by a court of competent jurisdiction, the provisionwill be enforceable to the maximum extent permissible and the remainingprovisions remain in full force and effect.
In these Terms:
Deposited Currency means the authorizedcurrency of Australia or such other sovereign nation as is acceptable to theCompany and held in a User's Account.
Commission means an amount levied aspayment to the Company for arranging and matching a Transaction. A Commissionis generally levied as a percentage of the value of a Transaction.
Fee means an amount levied by the Companyin relation to a User's Account. It may be levied against a particular User'sAccount or in respect of a class of Accounts or across all Accounts. Fees mayalso be levied in respect of specific services provided to Users.
Instruction means an offer to buy or offerto sell Tokens through the Platform at the price, if any, nominated in such Instructionplus any applicable Commission.
Transaction means the purchase or sale ofTokens arising from an Instruction.
Token means a cryptographic unique softwaretoken